A conflict of interest clause is designed to prevent situations where an individual's personal interests might interfere with their professional duties and responsibilities. It requires parties to disclose any potential conflicts and may set guidelines for managing or mitigating them to ensure ethical and impartial decision-making.
You are expected to make decisions and take actions that are in our best interests as a whole, and which are not based on or unduly influenced by personal relationships or benefits. You should avoid any relationship which could create a conflict of interest. A conflict of interest arises where your personal or financial interest in a matter which is the subject of an action or decision by the Company may reasonably be perceived to: (i) affect your objectivity in carrying out your responsibilities and duties to the Company; or (ii) represents an advantage or gain to you or other persons with whom you do not deal at arm’s length.
If you are an employee, contractor or consultant, you are to disclose any conflict of interest or potential conflict of interest to your immediate Company supervisor, who shall promptly inform the Company’s Chief Executive Officer (“CEO”). A waiver of any conflict of interest in respect of employees, contractors or consultants must be approved by the CEO.
If you are one of our officers, including our CEO and Chief Financial Officer (“CFO”), you are to disclose any conflict of interest or potential conflict of interest to the Board. A waiver of any conflict of interest must be approved by the Board or a committee designated by the Board.
If you are a member of the Board, you are to disclose any conflict of interest or potential conflict of interest to the entire Board as well as any committee on which you serve. You must abstain from voting on matters in which you have a conflict of interest and are also to recuse yourself from any discussion or decision on any matter in which you are precluded from voting as a result of a conflict of interest or which otherwise affects your personal, business or professional interests. In circumstances where you have a significant, ongoing conflict, and where such personal or outside interest, relationship or responsibility may significantly impede your ability to carry out your fiduciary responsibility to the Company, you shall be required to offer a letter of resignation to the Board. The Board will, in consultation with the Corporate Governance and Nominating Committee, determine whether or not to accept such letter of resignation, based on the circumstances of the conflict.
Set out below is specific guidance in respect of certain conflict of interest situations. As it is not possible to list all conflict of interest situations, it is your responsibility to avoid and properly address any situation involving a conflict of interest or potential conflict of interest. If you wish to obtain clarification of our conflict of interest principles or further guidance with respect to the proper handling of any specific situation, you should consult your immediate supervisor or our Vice President, Legal and Corporate Secretary (the “VP”).
You and your family members must avoid any direct or indirect financial relationship with third parties with whom we have relationships which would involve a conflict of interest or a potential conflict of interest or compromise your loyalty to us. Written permission must be obtained from the VP before you or your family commences an employment, business or consulting relationship with third parties with whom we have relationships.
If you are an officer, employee, contractor or consultant, you shall not serve as a director of any other profit-making organization where such appointment represents a conflict of interest with your duties to the Company. Therefore, (i) each officer is required to notify the Board or a committee designed by the Board, and (ii) each employee, contractor and consultant is required to notify the CEO, in each case prior to being appointed as a director or in a similar position or agreeing to be nominated for a directorship or a similar position at any profit-making organization, and may not agree to such appointment or nomination or otherwise accept such position without (x) the prior approval of the Board or a committee designated by the Board, in case of an officer, and (y) the prior written approval of the CEO in case of an employee, contractor or consultant. For these purposes and for greater certainty, subject to the discretion reserved by the Board or a committee designated by the Board or the CEO, as applicable, to determine otherwise in the particular circumstances, the Board has determined that accepting of position or appointment with a competitor of the Company will generally be considered a conflict of interest and shall not be permitted.
If you are a director, you shall not serve as a consultant to or a director of any other profit-making organization where such retainer or appointment represents conflict of interest with your duties to the Company. Each director is therefore required to notify the Board Chair and the Chair of the Corporate Governance and Nominating Committee prior to being retained as a consultant to, or being appointed as a director or in a similar position or agreeing to be nominated for a directorship or a similar position at, any other profit-making organization, and may not agree to such retainer, appointment or nomination or otherwise accept such position without the prior written approval of the Board Chair and the Chair of the Corporate Governance and Nominating Committee. The Board Chair and the Chair of the Corporate Governance and Nominating Committee shall consult with the Corporate Governance and Nominating Committee and/or the Board in determining whether or not to provide their prior written approval. For these purposes and for greater certainty, subject to the discretion reserved by the Board Chair and the Chair of the Corporate Governance and Nominating Committee to determine otherwise in the particular circumstances, the Board has determined that accepting of a retainer, position or appointment with a competitor of the Company will generally be considered a conflict of interest and shall not be permitted.
Conflicts of Interest A “Conflict of Interest” may arise when Federated Hermes enters into a contract or transaction with a Covered Officer, an Immediate Family Member of a Covered Officer or with a corporation, partnership, association or other organization for which a Covered Officer or an Immediate Family Member of a Covered Officer is a director, partner, officer or employee, or has a financial interest. For purposes of this Code, the following “financial interests” shall not be deemed as sufficient to create a Conflict of Interest: ownership of not more than 5 % of any class of equity securities or securities convertible into equity securities, issued by a publicly traded corporation, partnership, association or other organization or ownership of shares in any diversified investment company (whether or not registered with the SEC) not controlled (directly or indirectly) by a Covered Officer. For purposes of this Code, an “Immediate Family Member” includes a spouse, parent, child, sibling, mother-in-law, father-in-law, son and daughter-in-law, brother and sister-in-law and anyone who shares such persons home. This section sets forth what steps, if any, are appropriate to handle a Covered Officer’s Conflict of Interest in an ethical manner.
With regard to a Conflict of Interest of which a Covered Officer becomes aware after Federated Hermes’ entering into the related contract or transaction, the Covered Officer shall disclose such Conflict of Interest in the manner specified in this subsection, provided that: (a) the Covered Officer shall also disclose the circumstances that made him or her aware of the Conflict of Interest, and (b) the Reporting Officer shall investigate such circumstances and report his or her conclusions to the Audit Committee and to the Chief Legal Officer and the Principal Executive Officer, if such person is not the subject of the Conflict of Interest. A Covered Officer’s failure to disclose a Conflict of Interest shall not constitute a departure from this Code if the Audit Committee determines that the Covered Officer was not aware of such Conflict of Interest at the time of the related contract or transaction; provided that such determination shall not limit any legal right or remedy Federated Hermes may have as a result of such Conflict of Interest.
With regard to any Conflict of Interest with Federated Hermes, regardless of materiality, of which a Covered Officer becomes aware prior to Federated Hermes’ entering into the contract or transaction, giving rise to the Conflict of Interest, the Covered Officer shall notify a Reporting Officer and provide full details regarding the Conflict of Interest and the basis for its determination. Prior to Federated Hermes entering into such contract or transaction, a Reporting Officer shall make the following disclosures to the Audit Committee of the Board and to the Chief Legal Officer and the Principal Executive Officer of Federated Hermes, Inc., if such person is not the subject of the Conflict of Interest: • the parties to and terms of the contract or transaction; • the relationship of the contract or transaction to the Covered Officer giving rise to the Conflict of Interest; • any conditions or procedures imposed to regulate the Conflict of Interest or safeguard Federated Hermes’ interest; and • any other information the Audit Committee requests.
The Company requires each of its employees and Directors to report promptly his or her outside associations and personal business, financial and other relationships and activities that may involve a conflict of interest or appearance of a conflict of interest between such employee or Director and the Company to the Compliance Officer, unless such relationship or activity was already reported, so that the Company can take steps to address such conflicts of interest. The term “outside association” includes any commercial, familial or other material affiliation, association or employment of an individual other than with the Company.
It is impractical to conceive of and set forth rules that cover all situations in which a conflict of interest may arise. The basic factor in all conflict-of-interest situations is, however, the division of loyalty or the perception of a division of loyalty, between the Company’s best interests and the interests of the employee or Director that could possibly affect, or appear to affect, the employee’s or Director’s judgment or actions relating to the Company. Guidelines with respect to some sensitive areas in which potential conflicts of interest are likely to occur are set forth below. Employees and Director should keep in mind that the following is not an exhaustive list of problem areas but rather a guide in applying the Company’s basic conflict of interest policy to any situation. The important criterion is adherence to the spirit of this Code.
An employee or Director may have a conflict of interest if he or she, a member of his or her family, or his or her business partner or associate owns or has a substantial direct or indirect interest in, or incurs indebtedness to, an entity with which the Company has or is seeking to have a business relationship or with which the Company competes or is seeking to compete. Investments in stock or bonds of a publicly-held company should not necessarily give rise to any conflict of interest. The question of when an investment may become so substantial as to possibly affect, or appear to affect, an individual’s judgment is largely dependent on the particular circumstances and must be addressed on a case-by-case basis.
A conflict of interest may also arise when an employee or Director, a member of his or her family or his or her business partner or associate holds a position as Director, officer, employee, advisor or partner of, or consultant, broker, finder or intermediary for, an entity with which the Company has or is seeking to have a business relationship or with which the Company competes or is seeking to compete.
Each employee and Director must report promptly to the Compliance Officer or the Committee the existence of any association, interest, relationship or activity, as it arises, that actually involves or may appear to involve a conflict of interest. In addition, each employee and Director must report all related party transactions that the Company will have to disclose publicly under the Listing Rules or SEC rules because of the requirement of an independent committee of the Board to approve all such transactions. Failure to report such relationships, activities, interests and related party transactions will be a ground for disciplinary action. Where the nature of the association, interest, relationship, activity or transaction is such that an employee or Director believes that he or she is unable to disclose the details of the matter without breaching other confidences, the Compliance Officer or Committee as appropriate may, if justified, discuss with the employee or Director a resolution of the conflict consistent with all of such employee’s or Director’s responsibilities. The Company encourages Directors and employees to consult with the Compliance Officer as soon as possible upon learning of an association, interest, relationship, activity or transaction that could result in a conflict of interest or the appearance of a conflict of interest or could require public disclosure.
The Compliance Officer or, where appropriate, the Committee or the Board will review employee’s and Director’s disclosures of any conflict of interest or related party transaction and determine the appropriate manner by which the Company’s approval or disapproval would be provided. Each employee or Director must cooperate fully in the review process by providing all information that the Compliance Officer, the Committee or the Board deems necessary to its review. Company actions with respect to the conflict of interest will take into account the spirit of this Code.
Resolution of conflicts In all cases, conflicts of interest must be handled in an ethical manner; they must be fully disclosed and considered prior to being resolved. The Compliance Officer or, where appropriate, the Committee or the Board will handle all questions of conflicts of interest. The Compliance Officer and, as appropriate, the Committee or the Board, may determine, upon review of all relevant facts, that the conduct does not amount to a conflict of interest, or may provide guidance to avoid a conflict from developing.
CONFLICT OF INTEREST POLICY A. Policy Statement Industrial Human Capital, Inc. (the “Company”) recognizes that Conflict of Interest Transactions (as defined below) may raise questions as to whether those transactions are consistent with the best interests of the Company and its stockholders. It is the Company’s policy to enter into or ratify Conflict of Interest Transactions only when the Board of Directors, acting through a committee of its directors who satisfy the independence standards of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the independence standards that would be applicable if the Company’s common stock were listed on the New York Stock Exchange (whether or not the Company’s common stock is so listed) (the “Independent Director Committee”) determines that the Conflict of Interest Transaction in question is in, or is not inconsistent with, the best interests of the Company and its stockholders. Therefore, the Company has adopted the procedures set forth below for the review, approval or ratification of Conflict of Interest Transactions.
Conflict of Interest Transactions For the purposes of this policy, a “Conflict of Interest Transaction” means a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company was, is or will be a participant where the amount involved exceeds $120,000 and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest. For purposes of this Policy, a “Related Person” means: 1. any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company, or a nominee to become a director of the Company; 2. any person (a “Significant Holder”) who is known to be the beneficial owner of more than 5% of any class of the voting securities of the Company; and 3. any immediate family member (which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law) of any of the foregoing persons and any person (other than a tenant or employee) sharing the household of any of the foregoing persons. “Indirect interests” of a Related Person may include, but are not limited to, the interest of any firm, corporation or other entity (including the sponsor of the Company, ShiftPixy Investments, Inc., and its parent company, ShiftPixy, Inc.) in which any Related Person is employed or is a partner or principal or in a similar position or in which such Related Person has a 5% or greater beneficial ownership interest. However, it is recognized that where the interest arises only from a Related Person’s position as a limited partner in a partnership in which all Related Persons have an interest of less than 10%, and the Related Person is not a general partner of and does not hold another position in the partnership, the interest of such Related Person in a transaction between the Company and such partnership will not be deemed to be material.
A conflict of interest arises when an individual’s personal interests could potentially influence their professional decisions or actions. This can occur in various situations, such as business, legal, or academic contexts, and it often involves balancing personal benefit against professional obligations. Conflicts of interest can undermine trust, compromise decision-making, and potentially lead to unethical behavior or perceived impropriety.
A conflict of interest statement should be used whenever there is a possibility that personal interests might interfere with one’s professional duties or responsibilities. This is particularly important in environments where objectivity is essential, such as in government, corporate decision-making, academia, or any position that requires fiduciary duties. Implementing a conflict of interest policy also helps maintain transparency and trust within an organization.
Writing a conflict of interest disclosure involves:
Example:
I, [Name], disclose that I have a personal investment in [Company], which could be seen as a conflict of interest with my role as [Position]. To mitigate this conflict, I will abstain from participating in any decisions related to [Company].
Conflict of interest clauses are commonly found in several types of contracts, including:
Including these clauses helps establish clear expectations and procedures for managing potential conflicts, thereby protecting all parties involved.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A "conflict of laws" clause determines which jurisdiction's laws will be applied in interpreting and governing a contract in the event of legal disputes. It provides clarity and predictability for all parties involved by specifying the preferred legal framework to resolve any potential conflicts.
A conflict waiver is a contractual provision where a party acknowledges the presence of a potential conflict of interest and agrees to proceed despite it. This clause is often used in legal or business contexts to confirm that all parties are informed and consent to the possible risks associated with the conflict.
A "Consent to Assignment" clause stipulates that a party must obtain permission from the other party before transferring their rights or obligations under the contract to a third party. This ensures that the original party remains involved in decisions affecting the performance and continuity of the contract.
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